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Total Number of Pages: Tax Map Key Nos. (1) 5-6-008:006 and

(1) 5-6-006:018

INCIDENTAL TAKE LICENSE

To Accompany:

Na Pua Makani Wind Energy Project Habitat Conservation Plan

By and Between

State of Hawaii Department of Land and Natural Resources

Division of Forestry and Wildlife

and

Na Pua Makani Power Partners, LLC, a Delaware limited liability company

as Applicant or Permittee

Fly Sheet for Incidental Take License to accompany Na Pua Makani Wind Energy Project Habitat Conserv.DOC

INCIDENTAL TAKE LICENSE

State of Hawaii No. ITL-21 Department of Land & Natural Resources Division of Forestry and Wildlife

Date of Issue: ________ _

Effective Date: Start Date of Concrete Pour for Turbines with Prior Written Notification to DLNR

1151 Punchbowl Street Honolulu, Hawaii 96813

Valid Until: 21 years from effective date

INCIDENTAL TAKE LICENSE To accompany:

"Na Pua Makani Wind Energy Project Habitat Conservation Plan"

The Board of Land and Natural Resources hereby grants permission under the authority of Hawaii Revised Statutes § 195D-4(g) and § 195D-21 and all other applicable laws to:

Na Pua Makani Power Partners, LLC ("Applicant")

For take, if such taking is incidental to and not the purpose of the carrying out of an otherwise lawful activity, of the following species:

Common Name Scientific Name Tier Requested TMK Authorization 21-year limit

'6pe'ape'a Lasiurus cinereus Tier 1 34 bats TMK (1) 5-(Hawaiian hoary bat) semotus Tier2 51 bats 6-008:006

'a'o Length of 4 adults/immatures and

Puffinus newelli and fledglings and 2 TMK (1) 5-(Newell's Shearwater) permit

chicks/ei:rn:s 6-006:018

nene Branta sandvicensis

Length of 6 birds

(Hawaiian goose) permit

koloamaoli Anas wyvilliana Length of 4 birds

(Hawaiian duck) permit

ae'o Himantopus Length of 4 birds

(Hawaiian Stilt) mexicanus knudseni permit

'alae ke'oke'o Fulica alai

Length of 8 birds

(Hawaiian Coot) permit

'alae 'ula Gallinula chloropus Length of 8 birds

(Hawaiian Moorhen) sandvicensis permit

pueo Asio jlammeus Length of

4 adults/fledged (Hawaiian short-eared youngand4 owl) sandwichensis permit chicks/eggs

Page 2 of5

INCIDENT AL TAKE LICENSE

No. ITL-21

Subject to the following conditions:

I. GENERAL CONDITIONS

1. This license only authorizes incidental take of the covered species by the licensee on the lands owned or otherwise controlled by Applicant, on the island of Oahu, Hawai'i, at the time this license is issued pursuant to the "Na Pua Makani Wind Energy Project Habitat Conservation Plan" dated March 2016 (hereafter "HCP").

2. This license is valid only if Applicant abides by the terms and conditions of the HCP and ITL for the duration of the permit.

3. This license is valid for species protected by federal law only if accompanied by valid federal Incidental Take Permit or Biological Opinion.

4. This license shall become valid upon completion of the following:

i. A legal representative of Applicant has acknowledged understanding and agreement to abide by its conditions by signing two copies of this license.

11. Both copies of the signed license are returned to the Division of Forestry and Wildlife ("DOF AW"). Upon approval by the Chairperson, a copy of the license will be returned to the applicant.

5. The HCP shall include an additional $100,000 in research funding, as set forth in Special Condition 8, which funding shall be assured through a letter of credit ( or other approved financial tool) in the manner set forth in HCP section 9.4.

6. The Board may suspend or revoke this license if the HCP is suspended or revoked. The Board may also suspend or revoke this license in accordance with applicable laws and regulations in force during the term of the license.

7. Persons in violation of the terms and conditions of this license or other applicable laws may be subject to criminal oradministrative penalties, or both, under§ 183D-5, §183D-21, and §195D-9, Hawaii Revised Statutes, and §124-8, Hawaii Administrative Rules, or as otherwise provided by law, and/or revocation of this license.

8. Applicant shall submit an annual report to DLNR by August 1 for each fiscal year ending June 30, that includes a description of activities and accomplishments, analysis of the problems and issues encountered in meeting or failing to meet the objectives set forth in the HCP, areas needing technical advice, status of funding, and plans and management objectives for the next fiscal year, including any proposed modifications thereto.

9. All General and Special Conditions of the Decision and Order in the Board of Land and Natural Resource's Findings of Pact, Conclusions of Law, and Decision and Order filed May 16, 2018 (Case No. BLNR-CC-17-001) are incorporated by reference into this license.

INCIDENT AL TAKE LICENSE

Page 3 of5 No. ITL-21

II. SPECIAL CONDITIONS

1. The allowable incidental take authorized by this license for the covered species includes observed, unobserved, direct and indirect take as defined in the HCP.

2. The estimation of incidental take for the covered species will be calculated according to adjustments made to the observed direct take according to methods detailed in the HCP, including but not limited to adjustments to include unobserved and indirect take.

3. The incidental take authorized by this license for the Hawaiian hoary bat is defined by two tiered levels, each of which is identified in the HCP. In the event that the take level for the Hawaiian hoary bat for Tier 1 is reached, incidental take at the Tier 2 level is authorized, provided that Applicant abides by the terms and conditions of the HCP.

4. DLNR will be notified within 24 hours, and a written incidental report filed within three business days, of any mortalities, injuries, or disease related to the covered species observed on the property. Injured individuals or carcasses will be handled according to guidelines in the HCP.

5. The mitigation measures set forth in the HCP shall be incorporated into this license and implemented by Applicant.

6. If, during the term of the license, additional minimization, avoidance, or mitigation measures are required, as supported by the best available scientific research and other reliable data available at the time, then Applicant shall work with DOF AW to implement, through Adaptive Management efforts, any such reasonable additional measures that will improve the survivability and recovery of the Covered Species. DOF AW shall not require the Applicant to implement any measures without prior consultation with the Applicant. In the event of disagreement between DOF AW and the Applicant, the matter will be brought to the Board for final decision after review and recommendation by the ESRC. Any new mandatory measures are subject to the limitations in HRS §195D-23, except as stated in Special Conditions 7, 8, and 9, below, which are conditions for approval of the HCP and shall be considered to be part of the HCP. Implementation of Adaptive Management measures to reduce the risk of take shall not require an amendment to the HCP so long as there are no proposed major amendments to existing take limits.

7. If the rate of take of 'ope'ape'a exceeds the Applicant's projected rate of take, or as otherwise provided in the HCP, DOFAW, through Adaptive Management, in consultation with the Applicant and the ESRC, may require low wind speed curtailment ("L WSC") at higher cut-in speeds for some or all of the evening hours and seasonal period(s) when LWSC is employed. If take occurs outside of the seasonal period when LWSC is required under this HCP, DOFAW, through Adaptive Management, in consultation with the Applicant and the ESRC, may require L WSC for longer or different periods. In case of a disagreement between DOF AW and the Applicant over the implementation of this condition, the matter shall be brought to the Board for final decision.

8. In addition to the funding commitments set forth in the HCP, Applicant shall contribute an additional $100,000 toward research on deterring bats as part of its Tier 1 mitigation. The resulting research may also utilize other funding sources. The research project or projects shall be approved by DOF AW and results shall be made publicly available. The research shall be focused on deterrence measures with the goal ofreducing the take of 'ope'ape'a by wind turbines. The research shall be done in compliance with HCP section 6.1.2.1.

Page 4 of5

INCIDENT AL TAKE LICENSE

No. ITL-21

9. If, during the permit term, USFWS and DOFAW determine that reliable scientific evidence shows that a commercially-available bat deterrent technology will be effective in reducing the take of'Ope'ape'a, at a reasonable cost considering the expected reduction in take, DOFAW shall require Applicant to implement the technology, after consultation with the Applicant and the ESRC. Without limitation on other means of determining whether the cost is reasonable, it shall presumptively be considered reasonable if the cost per bat expected to be saved does not exceed the per-bat mitigation cost. In case of a disagreement between Applicant and DOF AW over the implementation of this condition, the matter shall be brought to the ESRC for its review and recommendation, then to the Board for final decision.

10. Special conditions 8 and 9 shall be deemed severable, so that if one or both are determined to be invalid, that shall not affect the remaining conditions or the validity of the HCP or ITL.

11. Based on the representations by Applicant, the Project shall include not more than eight wind turbines, with a maximum height of 173 meters above pad elevation.

By: -~~(__..e__{l~, ~~~·· ---~~S

Suzanne D. Case, Chairperson and Member Board of Land and Natural Resources

Date __ ' ~' /_Z-_6_,_· 6_1_<:l __

The undersigned has read, understands, and hereby agrees to abide by the General Conditions and the Special Conditions stipulated in this license.

By:~~~~~~~...a.....L...-.f---1--...J-.:::,-,c:___ Date I ~ /l / 0.,0 I <;? •

E~ 10 "P~V\dht President

NOTARYONNEXTPAGE

STATE OF CALIFORNIA ) ) ss.

CITY AND COUNTY OF LOS ANGELES )

On this \4

day of [\(Werntm. , 2o_IDbefore me personally

apperu-ed ~ Y~([\tf , to me personally known, who, being by me duly sworn or

affirmed, did say that such person executed the foregoing instrument as the free act and deed of

such person, and if applicable in the capacity shown, having been duly authorized to execute

such instrument in such capacity.

•

CICELY HERNAND~Z _ Notary Public - California i Los Angetts County I z Commission • 2152666 ~

J •• 0. 0 ,MJ &0r:-1.-J&"l-.2°J~l

Notary ublic, State of California m PrintName {;;1cely #J;&nLet. My commission expires: Vl/(Je 7, '2-CJJ.C:)

)

Notary Seal Affixed:

Date of the Notarized Document: -~°'~V)~ch __ k_J _______________ _ Number of Pages:-----'"---"''-------------------------­

Identification or Description of the Document being Notarized:

I ()Cidtnfa I ¼l<e LiteJJJe- &it w0-

Notary's Signature and Notary's Official Stamp or Seal

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